With the launching of the Soviet counter-offensive, Gen. Halder's worst fears about the vulnerable left flank were about to be realized. But no one had anticipated the size and scope of the operation which was about to encircle Paulus's 6th Army as well as one half of Gen. Hermann Hoth's 4th Panzer Army. While Chuikov fought the Wehrmacht to a bloody draw in the ruins of Stalingrad, he had purchased a valuable commodity with the lives of his soldiers - time.

Stalin, Zhukov, and Stavka chief General Alexander Vasilevsky had used this time to lay plans and assemble the forces which would close an iron fist around Stalingrad. In September of 1942, as the battle was getting underway, no one was certain as to how Stalingrad could be relieved. A direct frontal assault from across the Volga was dismissed as impractical. But as the Germans had concentrated their forces to hammer upon the city on a rather narrow front, the shape of their perimeter presented obvious possibilities.

Stalingrad was at the tip of a long salient, 25 miles deep and 40 miles wide at the base. The text-book solution would be to attack it's flanks and trap the Germans in a pocket. With the forces available to the Russians at the time, it would have been easy for Paulus to fight his way out of it. After the disastrous losses from previous Red Army offensives, Stalin was now willing to plan this matter very carefully with his professionals. Rash and precipitate action was something to be avoided at all costs. Squandering Soviet reserves in a failed effort to relieve Chuikov could hasten the fall of the city.

Zhukov and Vasilevsky seem to have sensed a workable solution simultaneously, yet independent of one another. Attacking the base of the salient would have sent the Red Army against some of the best units of the Wehrmacht. But the broader sections of both flanks were held by Germany's allies, Rumanians, Italians, and Hungarians. The Russians were well aware that these were troops of questionable fighting ability and none too eager to die for the German crusade for Lebensraum.

It was obvious to the two Generals that the place to strike was the weakest part of the line. It also occurred to them that this would involve an operation on a scale never before attempted by the Red Army. The attack would have to be massive to be decisive. It also brought into play the question of reinforcing and supplying Chuikov's army. The buildup would take time and careful allocation of men and materiel. Realizing that the 62nd Army could not hold out forever, they reached a compromise. They would feed Chuikov enough men and supplies to maintain his foothold on the city, but just barely. The remainder of the forces pouring into the region would be assembled and deployed along a front stretching nearly 150 miles.

By November 1942, Zhukov had assembled over 1 million fresh troops, 1500 tanks, 2500 heavy guns, and three Air Armies for the assault. Secrecy was paramount during this buildup. Only the Front commanders involved - Vatutin, Rokkosovsky, and Yeremenko were made aware of the plans. Not even Chuikov was brought into the picture until the very last minute. Gen. Konstantine Rokkosovsky briefed the commander of the 62nd Army and his staff personally. Outlining the proposed offensive, he pointed out that it was essential that Chuikov be able to hold out until the encirclement was complete. Could this be accomplished? Chuikov's chief of staff, Gen. Nikolai Krylov answered for him. "General, if Paulus couldn't drive us into the river during the summer months, he will not be able to do it now!"

Operation Uranus, the opening phase of the campaign, , was scheduled to begin on Nov. 11, 1942. Delays in deployment postponed it for a week. On the morning of Nov. 19th, Uranus commenced, with a blinding snowstorm in progress. After the preliminary bombardment, Rokkosovsky's Don Front opened the ground war, followed shortly by Vatutin's Southwest Front. Russian armor immediately penetrated the weakly held area between the Rumanian 3rd army and the Italian Army. Vatutin followed through on the Rumanian left flank, and within a day the Rumanians were surrounded in a pocket.

Gen. Ferdinand Heim's 48th Panzer corps, ordered to beef up Rumanian resistance, had been of little help as his armor had been rendered ineffective. Upon being ordered to deploy, the German tankers found that many of their Mark IVs and Panthers would only sputter and misfire. Field mice had nested in the vehicles and chewed through the insulation on the wiring, shorting out their electrical systems. Heim had fewer than 50 battle-ready tanks at his disposal, wholly inadequate to deal with the developing situation.

As Rokkosovky plunged deeper through Axis defenses, his armies swung to the Southeast, driving towards the town of Kalach on the Don river. The single bridge there carried the supply line for the Germans in Stalingrad. The first order of business would be to cut it off. Along with a single rail line from Rostov, Paulus's logistical situation had depended on this road, and had proved inadequate even before the Soviet offensive began. Luftflotte 4 had attempted to supplement Paulus with reinforcements and ammunition, in addition to its other duties in support of the German armies in the Caucasus.

On Nov. 20th, Operation Saturn, the second phase of the counter-offensive, got underway. To the south of Stalingrad, Yeremenko's Stalingrad Front fell upon the Rumanian 4th Army with devastating effect. Spearheaded by the Soviet 51st Army of Gen. Trufanov, Yeremenko's forces headed nearly due west, driving for a link-up with Rokkosovsky at Kalach.

Under orders from von Weichs, the Army Group commander, Paulus withdrew three Panzer divisions from Stalingrad to beef up the defenses of his left wing. The German fuel situation in Stalingrad was already so critical that valuable time was spent just foraging enough gasoline for this maneuver. By Nov. 21st, the Rumanians were either surrounded or in headlong retreat. Paulus's own headquarters at Golubinskaya was threatened by the onrushing Red Army, and he evacuated his staff a mere two hours before it was over-run. Flying to his alternate command post at Nizhne-Chirskaya, Paulus saw for himself just how completely Russian armor had routed the Rumanian forces. It was obvious that it was just a matter of days before the 6th Army would be surrounded and cut off.

Paulus radioed OKW, urgently requesting permission to withdraw 6th Army 100 miles to the west before the ring closed around his troops. This request was fully endorsed by Army Chief of Staff Gen. Zeitzler, who presented it to Hitler. The Fuehrer dismissed it immediately, ordering Paulus to assume a "hedge-hog" defense, and to await further instructions. Hitler also ordered Paulus to move his headquarters yet again, this time to Gumrak, just 10 miles from the Volga. Now deep inside the developing pocket himself, Paulus again requested permission to withdraw his army westward. Von Weichs forwarded his request to Berlin, and Hitler again rejected it.

Hitler now chose to leave Berchtesgaden and travel to his headquarters in Rastenburg, East Prussia, where he could study the situation in some detail. He strictly ordered Zeitzler to make no decision regarding the 6th Army without his permission. Poor flying weather grounded his personal airplane and Hitler proceeded to Rastenburg by rail.

While Hitler was in transit, the 6th Army was quickly running out of time and any opportunity of escaping from the pocket which was forming up. The order to form a "hedge-hog" defensive perimeter precluded the possibility of a mass movement of troops. OKW reorganized yet again, placing Field Marshal von Manstein at the head of the newly formed Army Group Don. The new order of battle placed Paulus under Manstein's operational control, but had no effect on his situation.

Luftwaffe General Martin Fiebig, commanding VIII Flieger Korps, sounded a warning about the looming disaster. In a pointed message to Paulus's chief of staff, Gen. Arthur Schmidt, he warned that the Luftwaffe would be unable to adequately supply 6th Army from the air. Unknown to everyone concerned, this is exactly what Hitler was proposing to do.

At this point, there exists a great deal of confusion as to where the responsibility lies for the ill-advised attempt to sustain 6th Army from the air. Historians almost universally blame Luftwaffe chief Hermann Goering for the fiasco. In fact, Hitler does not seem to have even consulted Goering until after the pocket had closed on Nov.23, 1942. Hitler's initial decision to order Paulus to hold at Stalingrad left no other alternative but to attempt an airlift.

The warnings by Fiebig and the apprehensions of Gen. Wolfram von Richthofen, commander of Luftflotte 4, should have been funneled up the Luftwaffe chain of command from the moment the Soviet counter-offensive was launched. Here is where the shortcomings of the Luftwaffe command structure are apparent, and for that Goering must bear full responsibility. At the very least, Luftwaffe chief of staff Gen. Hans Jeschonnek should have advised Hitler of the operational status of Luftflotte 4. Jeschonnek's character was such that he was very reluctant to confront the dictator with unpleasant facts and realities.

In a conference with Zeitzler and Hitler on Nov. 24, Goering grandiosely announced, "Mein Fuehrer, the Luftwaffe can resupply Stalingrad from the air". Zeitzler summoned the nerve to confront the Reichsmarschall, and a nasty exchange followed. He asked Goering if he was aware of the tonnage involved. Goering responded that he did not, but his staff had the figures. Zeitzler yelled, "It's a lie!", and Hitler put an end to the discussion with the statement by announcing, "The Reichsmarschall has given his reassurances, and I am obliged to believe him."

Whether or not Goering was to blame for reinforcing Hitler's decision is moot. With the capture of the bridge at Kalach on Nov. 23rd, Paulus and his army were sealed inside a pocket some 30 by 40 miles wide. Paulus had worked up operational plans for a breakout, to be executed on Nov. 27th, pending Hitler's approval. He would have been forced to abandon much of his equipment, as there was inadequate fuel for all the vehicles, but he felt he could still save his army.

Hitler's approval never came. But the moment for withdrawing 6th Army had already passed. Vatutin, Rokkosovsky, and Yeremenko had pushed well through the rear areas of Paulus's forces, bringing Uranus and Saturn to a halt at the banks of the Don and Chir rivers on Nov. 30, 1942. The 6th Army was now over 40 miles from the German front lines. Hitler felt that a fighting withdrawal through the consolidated Russian positions without adequate armor or transport could only have a "Napoleonic ending".

Paulus acknowledged that obeying Hitler's orders could only result in the death of his Army. However, he was intent upon following his instructions, and he pinned his hopes upon Hitler's promise to resupply his army from the air. It was the first of many such meaningless promises. Unable to do anything meaningful about relieving the predicament of 6th Army, Hitler resorted to propaganda. Now that the besiegers had been turned into the besieged, Hitler proclaimed Paulus's forces as "Fortress Stalingrad".